Back to School
by Amber11
Summary: This is mah first Get Smart story so treat it kindly! Max and 99 have to stop the baddie, Mantallow, from switching minds with the President. What does this have to do with school? Read an find out! Oh! This is a 3rd season story, so Max and 99 don't know
1. The Assignment (part 1)

Max and 99 walked through the secret door to the Chief's office.  
  
"Good morning Max and 99." the Chief said cheerfully.  
  
"Morning Chief." they each replied in unison. They both sat down in the two chairs in front of the man's desk.  
  
"What's up, Chief?" 99 asked anxiously. It had been about two weeks after their last assignment (the paperwork was long and tedious) and she was tired of being cooped up.  
  
"Well, I have a VERY big case for you this time guys." the Chief stated, "In fact, I hope you're prepared because it's a suicide mission." 99 cringed.  
  
"All right, it's like this." he said, "Now listen carefully. Have you two ever heard of the DOM?"  
  
They both shook their heads no.  
  
"Well they are a branch off of KAOS (--tah! NOT an acronym!). They call themselves the Dictators of Mind." 99 raised an eyebrow.  
  
"You see," the Chief continued, "The DOM has created a mind swapping machine. Their leader, Yandew Mantallow, is threatening to swap minds with the President. Since Mantallow is wanted for many crimes, including treason, if he succeeds the President (in Mantallow's body) would be sentenced to death. With Mantallow in the President's body, who knows what he'd do to America."  
  
"So let me get this straight, Chief." 99 couldn't believe it, "They will be in each other's bodies?"  
  
"Exactly"  
  
"That's amazing..." she stared off into space.  
  
"I don't get one part Chief." Max quizzed.  
  
"What's that Max?" the Chief knew fully what it was. He knew he was getting too old for this. "When I tell Max an assignment, I'll have to learn to not start them with 'Listen carefully' or 'Pay attention'." he thought to himself, then played it back through his mind, "Looks like there's no way out of these." he thought again rather disappointed.  
  
"It's just a little part." Max said again.  
  
"Yes?"  
  
"Not even worth asking really."  
  
"What is it Max!?" the patient man screamed on the top of his lungs. He was definitely too old for this.  
  
"Geez Chief, don't blow a spark plug! I was only going to ask you how Mantallow would get to the President!"  
  
The Chief was flabbergasted. Never had Max asked him a real question after he started an assignment with "Listen carefully."  
  
"UUMmmm...I'm sorry Max. I just thought you were going to say something else."  
  
"Well you should be Chief!"  
  
"Yes, well what about an answer to Max's question Chief?" 99 knew that if Max went any further the Chief's new sports jacket would be covered with ashtray junk. The Chief knew too.  
  
"Thanks 99."  
  
"No problem Chief."  
  
"Hey!" Max said in his nasal tone, "What did she do?"  
  
"She wasn't a pain Max, now let me explain this OK?! It's very simple actually. The mind-swapping machine is very small and can easily be hidden in the palm of someone's hand. All Mantallow has to do is swap minds with one of the President's secret service men. After switching he'd tie him up and kidnap him. He would then have access to the President and swap minds with him when he was on duty. When he's all done, he and one of his cronies would take the President to their hideout and make the security guard and the President switch. This would leave Mantallow in the President's body, the President in Mantallow's body, and one security guard who is confused out of his mind."  
  
"Ah Chief, could you run that by us again." Max spoke for both himself and 99.  
  
"I don't think so."  
  
"Ok, then."  
  
"One thing Chief," motioned 99,"How will we get to Mantallow?"  
  
"This is the worst part of the case." the Chief had a sympathetic look on his face, "Mantallow is a second grade teacher in Los Angeles. He keeps the machine hidden in the basement of the school."  
  
"That's not so bad." 99 said, "It's nice that he teaches in his spare time. We can get covers working at the school."  
  
"I wish it were so simple 99," Chief said. "You see, the best way to get to Mantallow is to treat him to a spoonful of his own medicine." **everybody get your "just a spoonful of sugar makes the medicine go downs" out**  
  
"What do you mean Chief?" 99 asked with a churning feeling in the pit of her stomach.  
  
"You two are going to have to swap minds with two second graders."  
  
"WHAT!!???" they both said together. "But Chief, how did the boys at the lab figure that one out?!"  
  
"Hard work. It's the only way you two. That way, if he discovers you, he won't be able to get to you or harm you." lowering his voice he added, "You guys have to understand."  
  
"Ok, Chief. We'll try." 99 said trying to calm down.  
  
"I think you're nuts Chief!!" shouted Max.  
  
"Max!" 99 said sternly.  
  
"It's an order Max!"  
  
"I didn't say I wasn't going to do it, I just think you're nuts!"  
  
"Max!"  
  
"What?"  
  
"Ughh!!" the young woman rolled her eyes.  
  
"What?!"  
  
"Oh, Max.."  
  
The Chief touched the bridge of his nose and shook his head.  
  
********* ********* ********* 


	2. The Assignment (part2)

An hour and a cup of elka-seltzer later, the Chief was ready to further his

instructions.

"The children's names are Olivia Penston and William Wilson the third. Here are

their bios and their pictures." the Chief handed each of them a manila folder.

"Awww.." 99 said adoringly, "She's precious. If I have a child, I want him/her to have

her cute little nose" she stared at Max for a quick second and they both averted

their eyes.

"Ah..William Wilson the third," Max stated rather snobbishly, "I like that name. It 

sounds classy. It says here that he's the class clown of the bunch and has the worst 

grades in the history of the second-- Chief!!"

"I had to pick two students that resemble you in personality, so it won't be so hard 

for you two to act like second graders." the Chief said defensively, "When I say

'you two' I mean 99." he chuckled to himself.

"What was that Chief?" Max asked.

"Nothing Max, absolutely nothing." 

"Oh, all right."

"Little Olivia is quite smart Chief," 99 said, "Her biography says that she skipped the

first grade." Max was hurt by her statement and squinted his eyes. 99 saw this and,

of course, felt awful. She hated hurting her secret love's feelings.

"But, she must have a dry sense of humor compared to William." she thought up quickly. 

"Yeah, she probably has no friends. No offense or anything 99, but it looks like you

have a real dead stump there." Max piped up.

"Gee, thanks Max." 99 said sarcastically.

"No, problemo 99." Max sat there with a goofy grin on his face.

"Anyway," the Chief tried to change the subject, "Do you have anymore questions

before you get started?"

"I just have a few more Chief." 99 said, "Where will the children go after we enter

their bodies? Ours?"

"No," the Chief said, "the boys at the lab only figured out how to do one way mind 

swapping. They aren't as devious as Mantallow and his crew." 99 sighed a sign of

relief.

"Then where Chief?"

"Nowhere."

"Come again?" she asked quizzingly.

"Look at it this way. It would be as if they're just sitting in their own heads, but are

unable to think." he said matter-of-factly.

"That seems like too much for those children." she said sympathetically.

"I know it will be scary for them, but they are needed

to help their country, 99." the Chief got defensive again. 

"I suppose you're right Chief," she frowned, "So, who will be in our bodies?" she

challenged him again.

"No one. Agent 47 will be there with you two for the transfer. He'll take you both (or 

your bodies that is) back home and bring your bodies back when you are done with 

the assignment."

"Oh, okay then. I'm set."

The Chief looked at Max to see if he had any questions, but found him conked out 

in his chair.

"99, fill him in on the way out of my office!!" he said annoyed.

"Right Chief." 99 shook Max's arm, "Max, time to get up. Come on, I'll tell you the 

rest later." she cooed.

"Wha? Okay 99." Max was clueless, but followed her out of the office, "Bye Chief!" 

he smiled at the tired man behind the desk.

"Good luck Max, 99." he rolled his eyes. The door closed behind them.

"You're going to need it." he muttered.

*******************************************************************************


	3. Getting Ready

They had to take the 3:00(am) flight to LA because school was a day away and they needed to get themselves situated and prepped up for the assignment. Max and 99 were sitting in coach next to each other. Max had the isle seat and 99 had the window. Max wanted the window, but 99 said that she loved to look at the formations of the clouds, so he of course gave it to her. Agent 47 sat in the isle seat next to them. The flight attendant came around on one of her rounds as cheerful as can be. (Even though it was 3 in the morning!)

"May I help you two with anything?" she asked rather too chipper.

"No, I don't think I need anything." Max told her with half closed eyes. "Howa bout you 99?" he looked over to find her asleep, head against the cold window. He smiled lovingly at her.

"On second thought," he hesitated, "Could you bring me a blanket and two pillows please?" he asked with a twinkle in his eye.

"All right sir." the young girl said, "Be with you in a minute."

Max was already thinking about getting them in a comfortable position without waking 99.

"You dog! You've got the hots for her don't you?!" he heard someone hiss at him. He turned over to see Agent 47 with a sly grin on his face.

"You do! Admit it!" the fox of an agent said again.

"I do no--" he stopped himself. He realized just a few weeks ago that he really truly cared for the girl. The thought of 99 marrying Victor Royal sent a shiver down his spine, "I guess I..I..I...do." he looked at her and smiled again.

Agent 47 just grinned at him and went back to sleep. In his mind, he thought 99 and him would make the perfect couple, but there WERE rumors that 99 and Max..Well, hit it off real well at CONTROL.

The flight attendant came back and handed Max the pillows and the blanket. "Here are your things sir.," she said.

"Thanks miss." Max took the things and she left. He quickly pulled 99's shoulders and put her head on his shoulder. She moved a bit, but soon snuggled her face into Max's warm embrace. He kissed her hair and spreaded the blanket on the both of them.

"Soon I won't have to do this when she is asleep." he thought. Max stroked 99's cheek and went into a peaceful and serene slumber.

@*******************@ 

"Max!" 99 hushed to him, "Time to get up, our flight is over!"

"Wha? Oh yeah, okay 99, "Max got up from his pillow and reached for their things out from the overhead compartment. The woman in first class held the line up. Something about the caviar and there not being enough bathrooms on the plane.... The line started moving again, and they were just about to leave their seats when 99 grabbed Max's hand and touched his arm.

"Thanks for holding me to sleep last night Max." she tried not to blush, no matter how fervent she was feeling.

"Ah,, no problem 99." he smiled at her, " You're more than just my partner to Me." making sure he chose his words carefully.

"You're way more of a partner to me too, Max." she stumbled. They paused for a moment, until 47 had to remind them where they were.

"You two! The line!" 47 implied and nudged Max into the isle. Since Max was still holding 99's hand, she was dragged too.

"Heh," Max smirked giggly, "Let's go, 99" they walked out of the terminal hand in hand. (aaww =D) After a long hour of finding the bags,

they were ready to leave the airport.

"Where is 47 taking us?" 99 whispered to Max.

"I don't have a clue. Hang on, I'll ask 47. Hey, 47 where are you taking us?!" Max practically screamed.

"To the safe house!" 47 screamed back.

"99, where going to the safe house!"

"Thanks Max! I heard, thou--why are we screaming?"

"Because if we don't scream we can't communicate with each other, 99." Max said smugly. 99 just rolled her eyes, which she always does,

when she doesn't know what to say to Max when he makes a statement like that. 

@******************@

They arrived at the safe house and unpacked their things.

"Why did we bring all this stuff if we're not going to use it, 99?"

"I don't know Max. Habit I guess."

"Yeah, habit.." they finished their packing then went out to a good luck dinner and a movie. They woke up at 6:00 am to get ready for school. (Sounds strange doesn't it?)

"Back to school again." Max said, "I'm feeling pretty nervous."

"Me too." 99 agreed, "But, it's an anxious kind of nervous, right Max?"

"Yeah, it is 99. It is an anxious kind of nervous...." he trailed off.

"Well, we're all set. How come I feel like I'm walking my death march?" she asked unsurely, "Oh Max! What if something goes wrong? What if we can't get out of their bodies? What if..."

"99, I promise you nothing will go wrong." she looked at him doubtfully, "I promise, 99. We always make it out okay. I believe in you." he wanted to say something more witty and loving, but the words just couldn't make it out of his mouth. 99 seemed happier with his words though, so it wasn't a total waste.

"Really, Max?"

"Really." he reassured her.

"Oh, Max thank you! I believe in you too. I have faith in us!" before Max could see it coming, she jumped into his arms and started to whimper.

"99, what's wrong?" he looked down at the girl who currently filled his arms.

"I'm fine Max, really. I just had to let it out, that's all."

"Okay, sweetie. I understand." he stroked her hair and kissed her forehead.

"Max, that's the first time you ever called me sweetie." she had never seen Max so affectionate towards her. He gave her a kiss sometimes, but it was more of a grazing of two lips then anything.

"Yeah...?"

"Too bad it isn't my name." and she nestled her head back into the crook of his neck.

"Oh, well. I don't care anymore. 99 fits her like a glove." he thought.

They ended the tender moment with a quick kiss before leaving with 47 in the car. They didn't say a word to each other about it.

"Something is happening between us." 99 thought, "But whatever it is, I don't want it to stop."

Max was thinking the exact same thing.

**************************************************************************************


	4. The Transfer

Agent 47 drove them to the entrance of the school. Prufrock Preparatory school. Children were playing outside on the grass and all was calm and well in the world to them. There was an arch with a saying engraved on it in the front court of the school. It said "Memento Mori."

"What do you suppose Memento Mori means, Max ?" 99 shushed.

He gulped, "It's in Latin. It means "Remember you will die." Either that or "There is some applesauce down my pants." I'm going all the way for "There is some applesauce down my pants."."he said.

"Oh my God, me too Max." she grabbed his hand and rubbed his thumb. They looked into each others eyes for a quick millisecond...

"There they are Max!" 99 pointed to two children sitting on the wall next to the prep school. 

"It's funny that they're all alone, but they're both unique children. They probably think that they have to be smart or goof off to make friends." she frowned.

"Geez, 99. I thought your kid was the only one that wasn't going to have friends." he said nonchalantly, "No offense 99."

"None taken Max." she sighed.

"All right, let's go."

As they walked along, the children stopped to look at the short man and the pretty lady walking towards the wall of the school.

"Now this thing is supposed to be the most inconspicuous way to enter their minds, right?" 99 asked Max.

"I think so." Max said uncertain.

"Ok, good. See you on the other side." she breathed in a gulf of the fresh air.

"See you."

They kissed(for good luck...yeah...for good luck..) and stood behind Olivia and William pretending they were school surveyors.

"Ready?" the two forgot that 47 was right behind them. 

"Uhh...you ready 99?" she nodded her head to confirm she was, "Then let her rip, 47!"

Max and 99 held hands as 47 pressed the button. Time stopped for a mere second as everything slanted into two. The flashes that seemed to come out of nowhere made everything as blurry as can be. The crackling sound in the background kept getting louder and louder. Light streaked the walls of the school and there went a flash more electrifying than a lightning rod in the biggest storm you could imagine. As soon as it started, the slanted lines became whole again. The crackling sound stopped. The lights stopped beaming. Everything went on as normal (except for the mind transferring, of course). The two "children" fell off the wall and stared at their REAL bodies standing lifelessly before them.

"You guys in there?" 47 asked worriedly.

"Yeah I think so," Max shook the child's head, "How are you 99?"

"I'm--" she was cut off.

"OH MY! OH MY!" 47 gasped, "Max, 99, you...you...you're in the WRONG bodies!!" they looked at each other.

"AAAAAAAHHHHHHHH!!!" they shouted simultaneously.

"Oh no! Oh no! Oh no! Oh no!" 99 stammered over and over again, "I knew something like this would happen!! Look at us Max! AAAAHH!!"

"How do you think I feel! I'm a girl! AH!!"

"Well it isn't exactly a great experience for me to be a boy either Max! Besides, what's wrong with girls?"

"What's wrong with boys!?"

"Okay, we have to stay calm about this." 47 cut in again as he propped up Max and 99's bodies, "We can't switch you two back. You'll have to stay like this. It's almost time for school!"

"We know that 47! We're just getting over the fact that we're the opposite sex, so have some compassion!" Max nearly broke the vocal cords in Olivia's mouth.

"I am trying to be compassionate, but we need to stay cool and collective or else we won't get this assignment done!"

"Okay, we're sorry 47. It's just very hard. We'll try." she...er he....er let's just say 99 said gingerly.

"Okay. What do you think went wrong?" 47 asked.

"I don't--Wait!-- I know how this happened! Before we made the transfer, Max and I held hands, ah for moral support you see, and we must have made some sort of human wire that made us go into the wrong bodies." 99 explained.

"You're right, we probably did 99. Yeah that's how it happened..."

"So," 47 interrupted to get back on topic, "What are we going to do now?"

"We're just going to act like these children that's all." 99 stated matter-of-factly, "Just not the ones we studied. It's going to take some work being William and Max a lot of work being Olivia, but the Chief is counting on us."

The bell rang and the children fumbled into school.

"That's are cue." Max said.

"Knock em dead and good luck you two." 47 waved to them. They both walked under the arch that said "Memento Mori". It made them think what they were really getting themselves into. They felt they didn't need to be remembered they were going to die.

****************************************************************


	5. FOOD FIGHT!!!

Max and 99 walked into the school hand in hand.

99 stopped them; "We can't act like we're...together Max!"

"Oh, you're right 99. We have to act like William and Olivia, not Max and 99." he said, "You okay?"

"I think so." she said unsurly, " How are you?"

"I'm feeling a tad bit.....Feminine." a simper spread across his mouth.

99 let her first laugh out in a few days, "Let's just get this assignment over with Max."

"Fine with me. Let's go!"

@*********************@

The first few days were going fairly well for Max and 99. 99 learned how to be a class clown fast. All she had to do was make nasty jokes about things that the teachers said. She didn't ace interrogation class for nothing! At home, if one of William's brothers would give her a "noogie", she'd playfully bite one of their arms and twist their wrists to the right. Not too hard, but enough to get an "uncle" out of THEM instead. Max was adjusting to being Olivia too. Or, at least TRYING to be Olivia. 99 had to give him a few answers in class now and then, but he worked most of them out all by himself. (it WAS only second grade!) Max especially had trouble with for some reason. Being a girl wasn't as bad as he expected. Everyone wondered why Olivia was so clumsy lately, though. By the third day of getting situated Max and 99 were ready to really get started on the case. 

"Have you thought of a plan to get to the basement?" 99 slipped a note to Max.

"Yeah." he wrote back.

"What is it then?"

"Well, you didn't ask what it was." he slipped the note to her again.

"Max, just write the plan down."

"OK, OK. Here it is. We have to get ourselves in trouble so we could get a detention. If we get a detention we'll be able to stay after school."

"Sounds good Max, but I have a couple questions. How are we going to get in trouble and how will we slip out?"

"1. What have you always dreamed of doing, but were always too chicken to start?"

2. This baby is yours. Hey, I made the plan."

"Fine Max, I'll find a way to get passed the teacher holding detention. I don't know Max. I've never really wanted to get in trouble when I was little. What have you thought about doing?"

"A food fight 99!! We'll start a REAL genuine food fight! You only live once right?"

"OH! A food fight!! That's a terrific way to get in trouble Max! I must admit, I always wanted to see what one would be like. They look so fun."

"Well, looks like you're going to see one today. Wow, you actually wanted to get in trouble once. Amazing."

"I didn't say I wanted to be in one, I just said I wanted to see what one would be like!"

"Sure, OK."

"You're just saying that."

"No, I'm just writing that."

"Haha Max."

"I thought it was funny too. All right then, that's all set." he wrote back excitedly. "Operation food fight is underway!"

@******************@

The next two classes were as boring as can be. Multiplication in Math and George Washington in Social Studies. Mantallow was asking the class what they knew about George Washington, while the anticipation of lunch was getting to Max and 99.

"Anyone here know something about George Washington?" Mantallow asked the class.

"Ooh, ohh!" "William raised his hand

"Anyone?" he tried to ignore 99, but she was the only one with her hand raised.

"All right, William?" Mantallow half asked, half stated. He waited expectantly.

"He chopped down a cherry tree and said he'd never tell another lie again." she said smugly.

"That's..... Correct, William." Mantallow said surprised.

"Course, he was holding a hatchet at the time....." 99 grinned and the rest of the class giggled.

"That's enough Willaim. It's time to go to lunch now anyway. Get your things and line up."

"Here we go." 99 whispered to max as she got her lunch.

They went down to the cafeteria and sat down to eat. 99 was sitting at the boys table, and Max at the girls. After eating a bit, 99 thought it was time.

"Anyone want my cookies?" she asked the table.

"I want em!" Matt reached over.

"Well, here you go!" 99 threw them at the kid and he got crumbs all over the front of his shirt.

"Hey! Why'd you do that for?!" he threw a smashed cookie at her. She ducked though, and it hit a girl sitting at the table behind them.

"Ouch! That hurt!! Stupid boys!!" the girl exclaimed and tossed Jell-O at 99's table. It landed on a boy's sandwich he was just about to put in his mouth.

"Whoever did that is gonna pay!" he took apple slices (the one thing in his lunch he didn't eat) and chucked them on to nearby tables, obstructing their lunches. They responded by throwing them back, plus a few other edibles. Food was being propelled through the air. 

Max screamed out the words that every kid wants to hear, "Food fight!!" 

As on cue, the children got up from their seats and started throwing food. 99 was hit in the face with a smashed banana and Max had pudding dumped in his hair. Pizza was the wrong thing to serve that day. Slices were soaring through the air and sauces stained shirts. The lunch monitors tried to stop the atrocity before them, but were bombarded with food. Juice fights were going on in the background. Mrs. Upchus, the principal, was down the hall and noticed the fight in the cafeteria and rushed down to the lunchroom where she rang the bell as loud as she could. The children were hushed at once and seated down. 

"Who is responsible for this?!" Mrs. Upchus tried to sustain her temper.

Everybody pointed to Max and 99. They looked depressed on the outside, but inside were grinning. Their plan was working!!

********************************************************************************


	6. A Doggie-Dog Ending

First off, I'd like to say I'm soooooooo sorry for not finishing this sooner! I've just been very busy because I've just recently moved to the other side of the country and I happen to be moving back again! I'd like to give a special thanks to Colleen for helping my get out of a rut at the ending! When '**~' is seen, this is the part she wrote! Thanks so much Colleen! Here's a smile for ya!J Again, sorry for being a jerk and not completing this sooner. Well, here's the end of the story! Enjoy!

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

"This is absolutely inexcusable!" Mrs. Upchus flailed her arms over her head,

"Detention!"

"But Mrs. Upchus," One of the monitors indicated, "They're only in second grade. We don't give detentions out till third."

"Well, this happens to be a very serious issue. A thing like this only happens in the movies!" She sounded very sure of herself. Her arms were still all over.

"Well, if I can't change your mind.." The monitor wiped food off her pants.

@~~~~~~~~~~~~~~~~~@

The rest of the day went reasonably well. Kids patted them on their backs and cheered them on in the halls when they passed by. Teachers just gave the two disapproving looks. Overall, it was how you were treated after you've just received detention. 

"Did you think of a way to sneak by yet?" Max whispered.

"It's a little scetchy, but yes." She told him, "When we're seated down, I'll ask to go to the bathroom. When I'm gone, wait a few minutes. Then ask if you can go down to the nurse."

"Wait, what for?"

"I don't know, say that you bumped something and need an ice pack."

"Oh, good idea."

"After you leave, meet me in the basement. We'll be able to search then."

"Okay, good. We better cross our fingers, though. This does look pretty hard." He sighed heavily.

"Abnormally hard.." She sighed with him, "Max?"

He just scooped her in his arms and hugged her tightly.

@~~~~~~~~~~~~~~~~@

It was getting towards the end of the day and the children were itchy to get home. The final bell ultimately rang and the children swarmed out of the school. Max and 99 stayed solid in their seats.

"Well, well, well." Mantallow paced back and forth, "William, I'd expect this from you. But, Olivia? tsk, tsk, tsk."

Max bowed his head. 

"Can I go to the bathroom?" 99 wobbled her legs in small circles.

"You can't hold it in?" His tone was apathetic, "Fine, go."

99 glanced at Max to try to read him, but he still had his head bowed. She got up and just about ran out of the room. 

Max waited diligently a few minutes. Mantallow staring at him made the hairs on his neck raise. 

"Ow!" Max simulated, "I hit my hand on the desk. Can I go to the nurse?"

"I don't see why not. This day has been too strenuous anywise." Mantallow brushed it off.

Max ignored his remark and eagerly strolled out of the room. He met up with 99 in the basement as planned, but saw something in her eyes that terrified him.

"99, what?" He asked, worried.

"Max, look." She pointed behind him. Max turned around and became just as terrified as her. He skidded across the room and clamped her hand in his. 

**~Max looked straight into the eyes of a hungry looking Doberman pincher. "Holy crap!" He pushed 99 back towards the staircase, "Let's get out of here, 99!" 

"Right behind you, Max!" They darted up the stairs but much to their dismay Mantallow was blocking their path and holding a gun on them. 99 whimpered. 

"What's the rush?" He asked. They huddled closely, shaking. He held up a rumpled piece of paper. "Do you know what this is?" 

99 shook her head, "What?" 

"I found your note. Very interesting read. You're CONTROL agents." He walked forward, backing them both down the stairs. 

Max looked at the Doberman and gulped. 

"Oh don't worry about Cuddles." Mantallow insisted, "She wouldn't hurt a fly." The dog drooled. 

"I don't care about flies!" Max cried, "What about small, defenseless children?" 

Mantallow laughed. "Identify yourselves." 

Max sighed defeatedly, "I am Maxwell Smart." 

"I'm Agent 99." 

"Oh yes, I've heard of you. The beauty, the brains. And you're the front for her who takes all the credit."

"Yes." Max confirmed, "That would be us." 

"I see you've stumbled on my machine." 

"No we haven't." Max said- confused. 

"Don't play dumb with me, Mr. Smart." 

"Believe me. He doesn't have to play."

"99!"

"Oh, I'm sorry, Max." She turned back to Mantallow, "We really didn't find your machine."

"You're standing on it." 

Max and 99 looked down and at the same time, "Huh?"~**

"I said you're standing on it."

"I don't understand." 99 skeptically shook her head.

"Take a look underneath the rug. See the latch? Pull it and it leads to a basement under the basement."

99 pulled the rug up and jerked the latch. They both gasped at all the equipment and intricate machinery. "How could you build all this without causing suspicion?" she tipped her head to the side.

"It was fairly easy. All of my men are superintendents or work for the school. They came down here on their breaks and for thirty minutes a day each of them helped build."

"What are you going to do with us?" Max inquired.

"Tie you up for now. You two were little surprises on me today. Get down the stairs." he shifted his gun towards the entrance.

They walked down the stairs with Mantallow close behind, followed by Cuddles. They turned around to face him, both with their arms still in the air. 

"Get over to the pole and sit back-to-back." Mantallow ordered.

Max and 99 passed all of the equipment and sat down. Mantallow tied their hands together with rope until the knots were taut.

"I'll be gone for just a moment. I hope you two won't miss me that much." 

"We'll try to get by." 99 mocked. The man left with the dog, which slobbered on the floor, and left Max and 99 to talk.

"What are we going to do Max?" 99 leaned against the frigid, metal pole.

"I don't know. If I could only get these knots loose.." He slipped a finger through one of the knots. "Hey, 99! I got a knot loose! It must be because my hands are smaller." He used his index finger and unweaved one knot, then two, then three.

"Max! That's it, you've got it! Only one more!" She helped him with her thumb. The knot broke loose and the rope fell to the ground. 

99 stroked the rope burns from her wrists. "We've got to get out of here quick, Max. Mantallow may be coming back with Slobberpuss."

Max chuckled. "You're right." They ran to the stairs.

Max stopped dead in his tracks. "99, we've got to destroy the machine! It's what we came here for. Besides, I didn't become a girl for nothing."

"And what's so wrong with girls, Max?" She raised her eyebrows.

He lowered his head to his shoulders. "Well, what's so wrong with boys?"

"I asked you first!"

"No, we had two different questions!"

"Max!"

"Well, 99!"

"Max!" 

"99!"

99 held her hand up. "Ok, we can finish this later. We have to do our jobs now." They walked over to where the equipment was.

"That must be it Max." She pointed to a mini tool posted on a beam.

Max reached up and snatched the small piece of machinery. "I have an idea 99."

@~~~~~~~~~~~~~~@

A quiet creak was heard from above the stairs. Max and 99 tried to stay silent.

"We're back, did you miss us?" Mantallow sauntered down with Cuddles thumping on his side. He reached the bottom step. "What happened here?!" He wailed.

"We escaped, that's what happened." Max and 99 emerged from behind the stairs. 

"Oh no you didn't. I'm the one with the gun."

"You may have the gun," Max admitted, "But we have the machine. I hope you like being a dog." He pressed the button. The ritual of the cracking flashes and lights began and finished in a second. Max and 99 stood there holding each other and staring at the scene in front of them. Mantallow was crawling on hands and knees with an excessive amount of drool dripping down his chin. Cuddles was flinching and shaking its head. 

"Aw, do you want your bone?" Max laughed. "Or do you need a walk?"

99 smiled. "Maybe he needs a potty break."

"Yeah, I think that's it 99." he giggled, "Let's call the Chief."

"Right!"

@~~~~~~~~~~~~~~~~~~~@

"Oh Gosh!" 99 shrieked with joy, "It feels so good to be in my own body again!"

"Anyone would feel good in your body." Agent 47 murmured. Max elbowed him in the ribs, which made him grunt.

"It was the worst experience of my life!" the four turned their heads to a disheveled man being handcuffed by an agent.

"Looks like he's not going to be teaching for a while." Max hooked his thumb to Mantallow.

"Not anytime soon." The Chief laughed.

"I'm very proud of the both of you." He smiled, "You're getting honorary awards from the President himself."

"Oh, thank you Chief!" 99 glowed.

"Yes, thanks Chief." Max added. 

"You both deserve it. 47, you're getting honored too. Come with me." The Chief and 47 strolled away, talking.

"So, Max. How does it feel to be a man again?"

"Pretty good 99. I'm just glad we have this assignment done." 

"Oh yeah!" 99 threw her arms around Max's neck. "And now I can do this!" 

She kissed him tenderly. She felt Max moan in her lips.

She broke the kiss. "No, girls!"

"Boys!" he teased.

"Girls!"

"Boys!" 

They walked away from the school arguing and with their arms around each other. 

~~~~~~~~~~~~~~~~~

This story is dedicated to my friend's Olivia and William, who don't even know that their names were used in this story. If you ever read this, thanks guys! J 


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